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EX-32 - CERTIFICATION - Digital Development Partners, Inc.dgdm_ex32.htm
EX-31.1 - CERTIFICATION - Digital Development Partners, Inc.dgdm_ex311.htm
EX-31.2 - CERTIFICATION - Digital Development Partners, Inc.dgdm_ex312.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

þ Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act Of 1934

For the quarterly period ended March 31, 2013

o Transition Report Under Section 13 or 15(d) of the Securities Exchange Act Of 1934

For the transition period from __________ to __________

Commission File Number: 000-52828

DIGITAL DEVELOPMENT PARTNERS, INC.
(Exact name of registrant as specified in its charter)
 
NEVADA   98-0521119
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
 
17800 Castleton St., Suite 300
City of Industry, CA  91748
 (Address of principal executive offices, including Zip Code)
 
(626) 581-3335
(Issuer’s telephone number, including area code)

 (Former name or former address if changed since last report)
 
Check whether the issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  o Accelerated filer o
Non-accelerated filer  o Smaller reporting company  þ
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No þ
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 86,402,665 shares of common stock as of April 15, 2013.
 


 
 

 
 
Digital Development Partners, Inc.
 
Balance Sheet
 
as of
 
             
   
March 31
   
December 31,
 
   
2013
   
2012
 
    (Unaudited)     (Audited)  
ASSETS
           
Current Assets
           
Cash
    4,415       22,665  
Total Assets
  $ 4,415     $ 22,665  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
Current Liabilities
               
Accounts Payable
    63,478       62,121  
                 
Long Term Liabilities
               
Loan Payable
    340,000       340,000  
                 
Total Liabilities
    403,478       402,122  
                 
Stockholders' Deficit
               
Common Stock, $0.001 par value; 225,000,000 authorized
               
   85,970,665 shares issued and outstanding at
               
   March 31, 2013, and December 31, 2012
    85,971       85,971  
Additional Paid-In Capital
    7,488,946       7,488,946  
Deficit
    (7,973,980 )     (7,954,373 )
                 
Total Stockholders' Deficit
    (399,063 )     (379,456 )
                 
Total Liabilites and Stockholders' Deficit
  $ 4,415     $ 22,665  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-1

 
 
DIGITAL DEVELOPMENT PARTNERS, INC.
 
Statement of Operations
 
   
             
   
For the
 
   
Three Months Ended
 
   
March 31,
 
   
2013
   
2012
 
    (Unaudited)     (Unaudited)  
Revenue
    -       -  
Cost of Sales
    -       -  
Operating Income
    -       -  
                 
General and Administrative Expenses:
               
Professional Fees
    2,780       2,080  
Other Administrative Expenses
    12,578       11,437  
                 
Total General and Administrative Expenses
    15,358       13,517  
                 
Net Loss from Operations
    (15,358 )     (13,517 )
                 
Other Income and Expense
               
Interest Income
    1       2  
Interest Expense
    (4,250 )     (3,668 )
      (4,249 )     (3,666 )
                 
Net Loss
    (19,607 )     (17,183 )
                 
Loss Per Common Share:
               
Basic and Diluted
  $ (0.00 )   $ (0.00 )
                 
Weighted Average Shares Outstanding,
               
Basic and Diluted:
    85,970,665       85,970,665  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-2

 

DIGITAL DEVELOPMENT PARTNERS, INC.
 
Statement of Cash Flows
 
   
   
For the
 
   
Three Months Ended
 
   
March 31,
 
   
2013
   
2012
 
    (Unaudited)     (Unaudited)  
 Cash flows from operating activities:
           
 Net loss
  $ (19,607 )   $ (17,183 )
 Change in operating assets and liabilities:
               
 Accounts payable
    1,357       4,403  
 Net cash provided (used) by operating  activities
    (18,250 )     (12,780 )
                 
 Net decrease in cash
    (18,250 )     (12,780 )
                 
 Cash, beginning of the period
    22,665       49,831  
                 
 Cash, end of the period
  $ 4,415     $ 37,051  

The accompanying notes are an integral part of these financial statements.
 
 
F-3

 

DIGITAL DEVELOPMENT PARTNERS INC.
NOTES TO FINANCIAL STATEMENTS

1. Basis of Presentation and Nature of Operations

These financial statements as of and for the three months ended March 31, 2013 and 2012 reflect all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented, in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.
 
Organization
 
The Company was incorporated as Cyprium Resources, Inc. under the laws of the State of Nevada December 22, 2006. The Company was originally formed for mineral exploration in the United States. On May 19, 2009 the Company’s name was changed to Digital Development Partners, Inc.
 
A reassessment of the Company’s direction resulted in a reorganization plan on February 17, 2010 which included:
 
1.  
Acquisition of a new line of technology through the acquisition of the worldwide distribution and servicing rights to a cell phone enterprise based in Hong Kong;
 
2.  
Change in management;
 
3.  
Sale of the Company’s option on Top Floor Studio;
 
4.  
Distribution of the Company’s shares in YuDeal, Inc. to the stockholders.

Pursuant to the plan, the Company’s interests in Top Floor Studio and YuDeal Inc. were disposed of in February, 2010. The Company’s option on Top Floor was sold to YuDeal, Inc. for YuDeal common stock, which in turn was traded for 20,095,000 shares of Company stock. These shares were returned to Treasury and cancelled. A residual of YuDeal stock was distributed to Company stockholders in March and April, 2010.
 
In conjunction with the reorganization the management team of the Company resigned. The Company’s president, Isaac Roberts, was replaced by Jack Jie Quin, president of EFT Biotech Holding Inc.
 
On February 17, 2010 an agreement was signed with the cell phone company, EFT Biotech Holding, Inc., which trades on the OTC Pink Sheets under the ticker symbol “EFTB”, and markets its “EFT-Phone” through direct marketing in China from Hong Kong. EFT’s distribution and servicing rights were acquired by the Company in the agreement through the exchange of 79,265,000 shares of the Company’s common stock.
 
 
F-4

 
 
EFT Biotech Holding Inc. thereby became the majority stockholder of Digital Development Partners Inc. The Company sold EFT-Phones as agent to EFT-Phone for its Chinese market through the fiscal year ended December 31, 2011. There have been no new orders during the year ended December 31, 2012 or the three months ended March 31, 2013. EFT has advised the Company that due to a significant drop in demand for the EFT phone, no new orders will be placed until demand increases. The Company is investigating other business opportunities and sources to develop revenue.
 
2. Summary of Significant Accounting Policies
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.
 
Cash and Cash equivalents
 
Cash and equivalents include investments with initial maturities of three months or less. The Company had no cash equivalents as of March 31, 2013 and December 31, 2012.
 
Fair Value of Financial Instruments
 
The Financial Accounting Standards Board issued ASC 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

-  
Level 1: Quoted prices in active markets for identical assets or liabilities
-  
Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
-  
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 

Income Taxes
 
Deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company calculates a provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized by identifying the temporary differences arising from the different treatment of items for tax and accounting purposes. In determining the future tax consequences of events that have been recognized in the financial statements or tax returns, judgment and interpretation of statutes is required. Additionally, the Company uses tax planning strategies as a part of its tax compliance program. Judgments and interpretation of statutes are inherent in this process.
 
 
F-5

 
 
The accounting guidance for uncertainties in income tax prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes a tax benefit from an uncertain tax position in the financial statements only when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits and a consideration of the relevant taxing authority’s widely understood administrative practices and precedents.
 
We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to our financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. In addition, we did not record a cumulative effect adjustment related to the adoption of ASC 740. Our policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes.
 
Going Concern
 
The Company’s activities will necessitate significant uses of working capital beyond 2013. Additionally, the Company’s capital requirements will depend on many factors, including the success of the Company’s researching for new markets. The Company plans to continue financing its operations with cash received from financing activities, more specifically from related party loans.
 
While the Company strongly believes that its capital resources will be sufficient in the near term, there is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company.
 
Recent Accounting Pronouncements
 
Effective January 2013, we adopted FASB ASU No. 2011-11, Balance Sheet (Topic 210):  Disclosures about Offsetting Assets and Liabilities (ASU 2011-11).  The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position.  Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013.  The adoption of this update did not have a material impact on the financial statements.
 
 
F-6

 
 
In February 2013, we adopted FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The Company is evaluating the effect, if any; the adoption of ASU 2013-02 will have on its financial statements.
 
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
 
Basic and Diluted Net Loss Per Share
 
Net loss per share is calculated in accordance with ASC 260, Earnings per Share, for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.
 
 
F-7

 
 
As of March 31, 2013 the Company has potentially dilutive securities in outstanding warrants for the purchase of 2,432,000 shares of common stock. Since the Company is in a loss position the warrants are anti-dilutive and not included in the calculation.
 
The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share computations for the three months ended March 31, 2013 and 2012 and 2011:
 
    2013     2012  
Numerator:
           
             
Basic and diluted net loss per share:
           
Net Loss
  $ (19,607 )   $ (17,183 )
                 
Denominator
               
                 
Basic and diluted weighted average number of shares outstanding
    85,970,665       85,970,665  
                 
Basic and Diluted Net Loss Per Share
  $ (0.00 )   $ (0.00 )
 
3. Related Party Transactions
                                                                       
   
March 31, 
2013
   
December 31, 
2012
 
             
Loan Payable to related party – EFT Holdings, Inc.   $ 340,000     $ 340,000  
 
A promissory note for $500,000 was issued May 13, 2010 to EFT Holdings Inc. A series of advances was received from EFT Holdings during the fiscal year ended December 31, 2011 totaling $300,000. The note bears annual interest of 5%, requires no monthly payments, and matured November 13, 2010. The note was extended indefinitely due on demand. The note was paid down to $300,000 in January, 2011. A further $20,000 was advanced August 17, 2012, and another $20,000 was advanced on December 11, 2012 increasing the loan balance to 340,000.
 
4. Income Taxes
 
No provision was made for federal income tax for the three months ended March 31, 2013, since the Company had net operating losses.
 
 
F-8

 
 
The Company has available a net operating loss carry-forward of approximately $8,519,259, which begins to expire in 2029 unless utilized beforehand. Net operating loss carry forwards may be used to reduce taxable income through the year 2032. The availability of the Company’s net operating loss carry forwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company’s stock. As presented below, the Company generated a deferred tax asset through the net operating loss carry-forward.  However, a 100% valuation allowance has been established because the ultimate realization of the deferred tax asset is dependent upon the generation of future taxable income during the periods in which the net operating loss carryforwards are available.  Management considers projected future taxable income, the scheduled reversal of deferred tax liabilities and available tax planning strategies that can be implemented by the Company in making this assessment.  Based upon the level of historical taxable income and projections for future taxable income over the period in which the net operating loss carryforwards are available to reduce income taxes payable, management has established a valuation allowance such that the net deferred tax asset is $0 as of March 31, 2013 and December 31, 2012.

   
As of
March 31,
2013
   
As of
December 31,
2012
 
             
Deferred tax assets:
           
Net operating loss carryforwards
  $ 19,607     $ 86,170  
Less: valuation allowance
    (19607 )     (86,170 )
Net deferred tax assets
  $ --     $ --  
 
 
F-9

 

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The Company was incorporated in December 2006.
 
In January 2007, the Company leased ten mining claims from an unrelated third party. These claims were located in Piute County, Utah. The mining lease was for a twenty-year term and required the Company to pay a royalty to the lessor equal to 2.5% of the net smelter returns from the sale of any minerals extracted from the claims. Minimum royalty payments of $4,500 were also required each year during the term of the lease.
 
On November 1, 2008, the mining lease was terminated by the mutual agreement of the Company and the lessor.
 
Between November 2008 and August 2009 the Company was inactive.
 
On August 3, 2009, the Company acquired all of the outstanding shares of 4gDeals for 15,495,000 shares of the Company’s common stock.
 
On December 18, 2009, 4gDeal’s articles of incorporation were amended to change the name of 4gDeals to YuDeal.
 
In February 2010, the Company determined that its existing capital structure would impair its ability to raise the capital required to further the development of YuDeal’s network. Accordingly, the Company adopted a reorganization plan which:

  
involved the distribution of its shares in YuDeal to the Company’s shareholders; and
 
  
the acquisition of new line of technology which has the prospect of being the core of a commercially viable business.

Consistent with its reorganization plan, on February 18, 2010 the Company’s directors approved an agreement between the Company and EFT Holdings, Inc., now named EFT Holdings, Inc., (“EFT”), whereby EFT agreed to assign its worldwide distribution and servicing rights to a product known as the “EFT-Phone” in exchange for 79,265,000 shares of the Company’s common stock.
 
EFT markets its products through a direct sales organization. Once a customer of EFT’s makes a minimum purchase of $600 (plus $60 for shipping and handling fees), the customer becomes an “affiliate”.
 
The EFT-Phone is a cell phone which uses the Android Operating System. The phone is manufactured by an unrelated third party. The EFT-Phone has an application that allows EFT’s affiliate base to access all of their back office sites including their Funds Management Account where the affiliate is able to deposit, withdraw and transfer money to another EFT account or to another EFT Affiliate at no cost for the transfer. The EFT-Phone has educational applications and PowerPoint presentation capability for training new affiliates anywhere in the world.
 
 
2

 
 
The worldwide distribution and servicing rights to the EFT-Phone include the right to sell the EFT-Phone to EFT’s affiliates and others. Servicing includes the collection of service fees for all EFT-Phones worldwide, including monthly fees, usage fees, as well as call forwarding, call waiting, text messaging and video fees. The Company also acquired the rights to distribute all EFT-Phone accessories.
 
Results of Operations
 
The Company did not received any orders for the EFT phone during the year ended December 31, 2012 or the three months ended March 31, 2013. The Company has been advised by EFT that due to a significant drop in demand for the EFT phone, EFT has not placed any new orders with the Company. It is the Company’s understanding that EFT has inventory previously purchased from the Company and until sales increase, EFT will not be placing any new orders from the Company. The Company is very concerned regarding this news and is investigating other sources of revenue to mitigate the significant drop in revenue.
 
Other than the foregoing, the Company does not know of any trends, events or uncertainties that will have, or are reasonably expected to have, a material impact on sales, revenues, expenses or results of operations.
 
Liquidity and Capital Resources
 
The Company does not have any firm commitments from any person to provide the Company with any additional capital.
 
See Note 2 to the financial statements included as part of this report for a description of the Company’s accounting policies and recent accounting pronouncements.
 
ITEM 4.  CONTROLS AND PROCEDURES.
 
(a) The Company maintains a system of controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (“1934 Act”), is recorded, processed, summarized and reported, within time periods specified in the SEC's rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act, is accumulated and communicated to the Company’s management, including its Principal Executive and Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of March 31, 2013, the Company’s Principal Executive and Financial Officer evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Principal Executive and Financial Officer concluded that the Company’s disclosure controls and procedures were effective.
 
(b) Changes in Internal Controls. There were no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2013, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
 
 
3

 

 
PART II
ITEM 6.  EXHIBIT.

Exhibits

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification pursuant to Section 906 of the Sarbanes-Oxley Act.
 
 
4

 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
  DIGITAL DEVELOPMENT PARTNERS, INC.  
       
May 15, 2013  
By:
/s/ Jack Jie Qin  
    Jack Jie Qin, Principal Executive Officer  
       
       
  By: /s/ William E. Sluss  
    William E. Sluss, Principal Financial and Accounting Officer  
 
 
 
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